Discontinued Operations and Special Charges (Gains)

The Company’s discontinued operations include the results of the France business sold in August 2018, the SARL Businesses sold in March 2017 and the NATG business sold in December 2015 (See Note 1).

The Company's NATG discontinued operations incurred minimal special charges during the third quarter of 2019. For the nine months ended September 30, 2019, the Company received approximately $0.2 million in vendor settlements and recorded approximately $0.1 million of legal and professional fees. The Company expects that total additional charges related to the NATG business after this quarter will be approximately $1.0 million and that these charges will be presented in discontinued operations.

The Company did not incur special charges related to the discontinued France business and discontinued SARL Businesses during the third quarter and nine months ended September 30, 2019.

In the third quarter and nine months ended September 30, 2018, the Company recorded a pre-tax book gain on the sale of the France business, which was reported within the discontinued operations of the Company's ETG segment, of approximately $178.2 million. The pre-tax book gain included proceeds from the sale of approximately $267.3 million offset by the $82.5 million of net assets sold, $1.5 million for accelerated amortization expense of restricted stock units and stock options and by $5.1 million of deal transaction costs related to the sale.

In the third quarter ended September 30, 2018, there were a de minimis amount of legal and professional fees incurred related to the wind down of the SARL Businesses. For the nine months ended September 30, 2018, the Company's discontinued SARL Businesses recorded $0.2 million recoveries of escrow funds, $0.1 million of accelerated depreciation and $0.1 million for legal and professional fees within discontinued operations.

In the third quarter ended September 30, 2018, the Company's NATG discontinued operations received $0.3 million in restitution receipts, recorded $1.8 million in lease reserve adjustments related to its exited leased facilities and recorded approximately $0.1 million of favorable accrual adjustments related to legal and professional fees. For the nine months ended September 30, 2018, the Company received $1.0 million in restitution receipts, received $0.1 million in vendor settlements, recorded approximately $0.1 million of legal and professional fees and recorded $1.7 million in lease reserve adjustments related to its exited leased facilities.

In the third quarter and for the nine months ended September 30, 2019, the Company's former German branch recorded approximately $0.8 million gain related to a change in estimate of its outstanding lease obligation. This amount was recorded in special charges, net in continuing operations.

In the third quarter and for the nine months ended September 30, 2018, the Company's former NATG operations recorded approximately $0.8 million of lease reserve adjustments related to its exited leased facilities. This amount was recorded in special charges, net in continuing operations.

In the third quarter and for the nine months ended September 30, 2018, the Company's former German branch recorded approximately $0.1 million of lease reserve adjustments related to its previously exited leased obligation. This amount was recorded in special charges, net in continuing operations.

Below is a summary of the impact on net sales, net income (loss) and net income (loss) per share from discontinued operations for the three and nine months ended September 30, 2019 and 2018.

Pretax income (loss) of Discontinued operations to the Net Income (loss) of discontinued operations is as follows (in millions):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net sales	$	0.0		$	77.1		$	0.0		$	352.0
Cost of sales	0.0			66.2			0.0			295.8
Gross profit	0.0			10.9			0.0			56.2
Selling, distribution & administrative expenses	1.1			6.7			1.9			36.0
Pre-tax book gain on sale of France business	0.0			(178.2		)	0.0			(178.2		)
Special charges (gains)	0.0			1.4			(0.1		)	0.7
Operating (loss) income from discontinued operations	(1.1		)	181.0			(1.8		)	197.7
Interest and other (income) expenses, net	0.0			0.1			0.0			(0.2		)
Income (loss) from discontinued operations before income taxes	(1.1		)	180.9			(1.8		)	197.9
Provision (benefit) for income taxes	(0.1		)	17.2			(0.2		)	23.5
Net income (loss) from discontinued operations	$	(1.0	)	$	163.7		$	(1.6	)	$	174.4
Net income (loss) per share – basic	$	(0.03	)	$	4.40		$	(0.04	)	$	4.69
Net income (loss) per share – diluted	$	(0.03	)	$	4.32		$	(0.04	)	$	4.59

The following table details liabilities related to the sold NATG segment’s non-lease components that remain as of September 30, 2019 (in millions):



	NATG – Non-lease components
Balance January 1, 2019	$	2.8
Charged to expense	0.7
Paid or otherwise settled	(0.5		)
Balance September 30, 2019	$	3.0

On January 1, 2019 the Company reclassified approximately $3.4 million of the opening balance of the NATG exit cost liability to ROU assets and operating lease obligations.